Corporate Governance25 May 2009

Lindy YauPractising Director

C K Yau & Partners CPA Ltd

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1. INCREASING AWARENESS OF CORPORATE GOVERNANCE

1997 Asian Financial

Crisis

2001

Enron

2008 Global Financial Crisis

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How is corporate governance related to Enron’s failure?

Bad corporate governance leads to the failure of the business

1. INCREASING AWARENESS OF CORPORATE GOVERNANCE

Shareholders No transparencyBoard Not for the benefit of the shareholdersManagement and Staff No ethicsInternal Auditors No independenceExternal Auditors No independence

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2. CORPORATE GOVERNANCE

Definition

“Processes and the related organisational structures, by which organisations are directed, controlled and held to account.”

Corporate Governance for Public Bodies– A Basic Framework

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AGENCY THEORY

Principal

Shareholders Board of Directors Management

Agent

AgentPrincipal

Conflict of interest

Company’s interest

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RELATIONSHIP – AGENT & PRINCIPALAGENCY THEORY

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CORE VALUES Self discipline Integrity Fairness Trust Sense of responsibility Accountability

Fair competition Transparency Self-restraint Continuous self-development Win-win

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3. KEY AREAS OF CORPORATE GOVERNANCE

Corporate Governance

Independence

Internal Control

Risk Management

Behavioural Governance

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Example:School ManagementCommittee (SMC)學校管理委員會

SMC

Chairman (EDB officer)

Principal/ School Head

2 Teachers2 Parents

2 Alumni

3 Community Members

3. KEY AREAS OF CORPORATE GOVERNANCE

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3.1 INDEPENDENCE

Board of Directors

Internal and External Auditors

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Appendix 14 of Listing Rules At least THREE independent non-executive directors

3.1 INDEPENDENCE

INEDs NEDs EDsCLP 9 10 3

Hysan 4 4 3

Swire Pacific 6 4 7

Hutchison 5 2 7

MTR 8 4 1

HSBC 14 1 6

NEDs : Non-executive directorsEDs :Executive directors

INEDs : Independent non-executive directors

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Examples:

The posts of Chairman and CEO are held by separate person Although Kadoorie has 19.76% of the issued share capital, he is

not involved in day-to-day management

Keep under review of their independency

Chairman and CEO same person

3.1 INDEPENDENCE

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Definition of Internal Control

COSO defines internal control as a process, effected by an entity’s board of directors, management and other personnel. This process is designed to provide reasonable assurance regarding the achievement of objectives in effectiveness and efficiency of operations, reliability of financial reporting, and compliance with applicable laws and regulations.

Committee of Sponsoring Organisationshttp://www.coso.org/resources.htm

3.2 INTERNAL CONTROL

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Control environment

Risk assessment

Control activities

Information and

communication

Monitoring

Five inter-related components

3.2 INTERNAL CONTROL

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•Emphasis corporate governance•Enhance control consciousness of its peopleControl Environment

•Identification and analysis of relevant risksRisk Assessment

•Approvals, authorisations, verifications, recommendations, performance reviews, segregation of dutiesControl Activities

•Access to internal and externally generated information

Information and Communication

•Internal audit activities•Assessment of a control system’s performanceMonitoring

3.2 INTERNAL CONTROL

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Understanding organisational objectives

Identifying the risks

Assessing the likelihood and potential impacts

Developing the programmes

Monitoring and evaluating the risks and programmes designed.

The processes of risk management:

3.3 RISK MANAGEMENT

Internal Control and Risk Management – A Basic Framework

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Business Risks

Operational and other

risks

Financial Risks

Compliance Risks

3.3 RISK MANAGEMENT

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Business risksInability to obtain further

capital

Economic problem

Competitive pressure

3.3 RISK MANAGEMENT

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Sub-prime Crisis in the US

‘Nobody is watching the risk, everyone is relying on someone else’s rating’

Martin Wheatley, Chief Executive Officer, Securities & Futures Commission

3.3 RISK MANAGEMENT

Harder to refinanceIncreasing foreclosures

Rising household negative equity

Falling home prices

Rising inventories of unsold homes

Increasing loan losses

Credit de-leveraging

Tightening credit conditions

Falling debt price

Forced asset sales

Weakening consumption

Falling investment

Falling output

Falling employment

Business Cycle

CGC2008 Review

Housing Cycle Credit Cycle

Reduced bank capital

3.3 RISK MANAGEMENTNEGATIVE FEEDBACK LOOPS

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3.3 RISK MANAGEMENT Credit risk

Credit risk management Credit exposure Areas of special interest Renegotiated loans Credit quality of financial

instruments Impaired loans and advances Impairment allowances and

charges HSBC Holdings Risk elements in the loan

portfolio

Liquidity Policies and procedures Primary sources of funding HSBC Holdings

Residual value risk Operational risk

Legal risk Global security and fraud

Pension risk Reputational risk Sustainability risk

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Market Risk Impact of market turmoil Trading portfolios and non-trading portfolios Defined benefit pension schemes Sensitivity of net interest income Structural foreign exchange exposures HSBC Holdings

Risk management of insurance operations Life insurance business and non-life insurance business Insurance risk Financial risks Present value of in-force long-term insurance business

Capital management and allocation Capital management Capital measurement and allocation Risk-weighted assets by principal subsidiary

3.3 RISK MANAGEMENT

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Nov, 2007 Statistical Figures

94% of companies : include ethics in their corporate goals, missions and strategies

52% of listed companies have a code of ethics 69% of those with no code of ethics : no plan to have the code

within 2 years 59% of those with no code of ethics : provide ethics training to the

staff

3.4 BEHAVIORAL GOVERNANCE

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CURRENT ISSUESDate Issues CG

30 Aug 07 Signing Leveraged Foreign Exchange Contracts Risk management

11 Aug 08 Signing Leveraged Foreign Exchange Contracts Risk management

28 Aug 08 Mr Yung Chi Kin and Fan Hung Ling increased their shares in Citic Pacific

Ethics

7 Sep 08 The board discovered and hided the fact of the deregulation of currency in the company

Transparency

20 Oct 08 Profit warning Group Finance Director and Group Financial Controller have resigned as Directors because of the currency exposure

Transparency

21 Oct 08 Resumption AnnouncementStock price reduced by 55%

22 Oct 08 SFC announced their involvement in investigationFan Hung Ling resigned

12 Nov 08 Capital injection from Citic Group

2 Dec 08 A board has been discovered that they signed the accumulator contracts in 07 and 08

19 Dec 08 Citic Pacific transferred some accumulator rights to Citic Group

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Date Issues CG

30 Aug 07 Signing Leveraged Foreign Exchange Contracts Risk management

28 Aug 08 Mr Yung Chi Kin and Fan Hung Ling increased their shares in Citic Pacific

Ethics

7 Sep 08 The board discovered and hided the fact of the deregulation of currency in the company

Transparency

20 Oct 08 Disclosing HK$15.5 billion loss from unauthorised trades on the foreign currenciesThe board admitted that the loss six weeks before

Internal control

Transparency, ethics

21 Oct 08 Demoted Frances Yung Ming-fong and cut her salary for her unauthorised betsShe did not tell the chairman about those unauthorised transactions before the board uncovered them

Internal controlTransparency

22 Oct 08 SFC was investigating on the transactions

13 Nov 08 Citic Group would buy HK$11.62 billion worth of its convertible bonds and absorb most of the losses from the unauthorised transactions

2 Dec 08 Company documents revealed that executive director had signed some of the 24 ‘foreign exchange accumulator’ derivative contracts in 07 and 08

Internal control

14 Dec 08 Commercial Crime Bureau had begun examining the circumstances of the transactions and the reasons for six-week delay announcement.

2 Jan 09 Entire board of directors were under investigations from SFC.

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CURRENT ISSUES Morning Star Resources Limited

http://www.hkexnews.hk/listedco/listconews/sehk/20090423/LTN20090423640.pdf

The First Immediate Jail Term for Insider Dealinghttp://www.sfc.hk/sfc/doc/EN/speeches/public/enforcement/09/apr_09.pdf

US unveils $1 trillion toxic asset planhttp://news.bbc.co.uk/2/hi/business/7958501.stm

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RECENT DEVELOPMENT OF CORPORATE GOVERNANCE

Legislation changes in Hong Kong 3 of the Ordinances and Rules that govern directors’ and

officers’ duties and obligations

the Securities and Futures Ordinance (SFO)http://www.legislation.gov.hk/eng/home.htm Chapter 571

the Companies Ordinancehttp://www.legislation.gov.hk/eng/home.htm Chapter 52

the Hong Kong Listing Ruleshttp://www.hkex.com.hk/rule/index/rulesandguidelines.htm

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Professional bodies Internationally recognised accounting standards More stringent audit standards Continuous professional development

RECENT DEVELOPMENT OF CORPORATE GOVERNANCE

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RESOURCES HKICPA

http://www.hkicpa.org.hk/ Standards and Technical Corporate Governance

CLP Code on Corporate Governancehttps://www.clpgroup.com/CorpGov/CodNPolicy/Pages/default.aspx?lang=en

Listing Rules – Code on Corporate Governancehttp://www.hkex.com.hk/rule/listrules/Appendix_14.pdf

Listing Rules – Corporate Governance Reporthttp://www.hkex.com.hk/rule/listrules/MB%20App%2023%20(E).pdf

Corporate Governance: Analysis of Listed Company ProblemsAuthor: Professor Simon Ho, Dean of Business, and Miss A Ko, PhD candidate of Business School

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Q & A